Common use of Audits, Investigations, Disputes or Claims Clause in Contracts

Audits, Investigations, Disputes or Claims. Currently, no deficiencies for Taxes are claimed, proposed or assessed by any taxing or other governmental authority against Seller. Except as set forth on Schedule 4.10(c), there are no pending or, to the Knowledge of Seller, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to Seller, and there are no matters under discussion by or on behalf of Seller with any Governmental Body, or known to Seller, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to Seller. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Schedule 4.10(c) and, except as set forth in Schedule 4.10(c), none of Seller, any Subsidiary thereof, or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. Seller has delivered to Purchaser complete and accurate copies of Seller’s federal, state and local Tax Returns for the years ended December 31, 2003, 2004, 2005 and 2006 as well as complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by Seller at any time. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller with respect to any Taxes is currently in force.

Audits, Investigations, Disputes or Claims. Currently, no No deficiencies for Taxes are have been claimed, proposed or assessed by any taxing or other governmental authority Governmental Authority against Seller. Except as set forth on Schedule 4.10(c)the Seller with respect to the Purchased Assets or the Evamist Business, and there are no pending or, to the Knowledge of the Seller, threatened audits, investigations, disputes or claims or other actions for or [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. relating to any Liability for Taxes with respect to Sellerthe Purchased Assets or the Evamist Business, and there are no matters under discussion by or on behalf of Seller with any Governmental BodyAuthorities, or known to the Seller, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to Sellerthe Purchased Assets or the Evamist Business. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Schedule 4.10(c) and, except as set forth in Schedule 4.10(c), none of Seller, any Subsidiary thereof, or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. The Seller has delivered or made available to Purchaser complete and accurate copies of Seller’s federal, state and local Tax Returns for the years ended December 31, 2003, 2004, 2005 and 2006 as well as Acquiror complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by the Seller at any timesince December 31, 2004 with respect to the Purchased Assets or the Evamist Business. With respect to the Purchased Assets or the Evamist Business, the Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller with respect to any Taxes is currently in force.

Audits, Investigations, Disputes or Claims. CurrentlyExcept as set forth on Schedule 3.9(c) of the Disclosure Schedules, no deficiencies for Taxes are claimed, proposed or assessed by any taxing or other governmental authority against Seller. Except as set forth on Schedule 4.10(c)the Company, and there are no pending or, to the Knowledge of Sellerthe Company, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to Sellerthe Company, and there are no matters under discussion by or on behalf of Seller the Company with any Governmental BodyRegulatory Authority, or known to Sellerthe Company, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to Sellerthe Company. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in on Schedule 4.10(c3.9(c) of the Disclosure Schedules, and, except as set forth in Schedule 4.10(c)thereon, none of Sellerthe Company, any Subsidiary thereof, or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. Seller The Company has delivered to Purchaser Parent complete and accurate copies of Sellerthe Company’s federal, state and local Tax Returns for the years ended December 31, 2003, 2004, 2005 2006 and 2006 2007 as well as complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by Seller the Company at any time. Seller The Company has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller the Company with respect to any Taxes is currently in force.

Audits, Investigations, Disputes or Claims. CurrentlyOther than as set forth on Schedule 4.10(c), currently, no deficiencies for Taxes are claimed, proposed or assessed by any taxing or other governmental authority against Seller. Except as set forth on Schedule 4.10(c), there are no pending or, to the Knowledge of Seller, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to Seller, and there are no matters under discussion by or on behalf of Seller with any Governmental Body, or known to Seller, with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to Seller. Audits of federal, state and local Tax Returns by the relevant taxing authorities have been completed for the periods set forth in Schedule 4.10(c) and, except as set forth in Schedule 4.10(c), none of Seller, any Subsidiary thereof, or any predecessor thereof has been notified that any taxing authority intends to audit a Tax Return for any other period. Seller has delivered to Purchaser complete and accurate copies of Seller’s federal, state and local Tax Returns for the years ended December 31June 30, 2001, 2002, 2003, 2004, 2005 and 2006 (federal) and December 31, 2001, 2002, 2003, 2004, 2005 and 2006 (state) as well as complete and accurate copies of all examination reports and statements of deficiencies assessed against or agreed to by Seller at any time. Seller has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No power of attorney granted by Seller with respect to any Taxes is currently in force.